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Page 1 of 11
Registration No. 33-42818
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT TO
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
STORAGE TECHNOLOGY CORPORATION
----------------------------------
(Exact name of issuer as specified in its charter)
Delaware 84-0593263
- ------------------------------ ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2270 South 88th Street, Louisville, Colorado 80028-4309
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(Address of Principal Executive Offices) (Zip Code)
1987 EMPLOYEE STOCK PURCHASE PLAN
-------------------------------------
(Full title of the Plan)
Lizbeth J. Stenmark, Esq.
Senior Counsel
Storage Technology Corporation
2270 South 88th Street
Louisville, Colorado 80028-4309
-----------------------------------------
(Name and address of agent for service)
(303) 673-7919
--------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Maximum Proposed Maximum
Securities to Amount to Offering Price Aggregate Amount
be Registered(1) be Registered (2) Per Share (3) of Offering Price(4)
- -------------------------------------------------------------------------------
Common stock
$.10 par value 1,750,000 $33.00 $49,087,500
Amount of
Registration
Fee
- -------------
$16,926.72
(1) Includes preferred stock purchase rights issued in connection therewith.
(2) These shares are reserved for issuance pursuant to, the above-referenced
stock purchase plan (the "Plan"). The additional shares of Common Stock that
may become available for purchase in accordance with the provisions of the Plan
in the event of certain changes in the outstanding shares of Common Stock of
Storage Technology Corporation, including, among other things, stock dividends,
stock splits, reverse stock splits, reorganizations and recapitalizations, are
also being registered.
(3) Determined pursuant to Rule 457(h) of the Securities Act of 1933, as
amended, based on the aggregate contributions of employees and the average of
the high and low prices of the Common Stock reported on the New York Stock
Exchange composite tape on July 16, 1996.
(4) Constitutes 85% of the market value.
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The contents of Registration Statement on Form S-8, Registration Nos.
2-80183, 33-32243 and 33-42818, as amended, dated August 7, 1987, March 22,
1989 and September 18, 1991, respectively, are hereby incorporated by
reference.
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Page 4 of 11
PART II
ITEM 8. EXHIBITS
5.1 Opinion of Counsel
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Counsel
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Page 5 of 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Louisville, State of Colorado, on the 19th day
of July 1996.
STORAGE TECHNOLOGY CORPORATION
By /s/ David E. Weiss
-----------------------------------------
David E. Weiss
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
(a) /s/ David E. Weiss
--------------------- Chairman of the Board July 19, 1996
David E. Weiss (Director) President
and Chief Executive Officer
(Principal Executive Officer)
(b) /s/ David E. Lacey
--------------------- Executive Vice President July 19, 1996
David E. Lacey Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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Signature Title Date
--------- ----- ----
- ------------------ Director
Judith E.N. Albino
/s/ William L. Armstrong *
- ------------------------ Director July 19, 1996
William L. Armstrong
/s/ Robert A. Burgin *
- -------------------- Director July 19, 1996
Robert A. Burgin
/s/ Paul Friedman *
- ----------------- Director July 19, 1996
Paul Friedman
- ----------------- Director
William R. Hoover
/s/ Stephen J. Keane *
- -------------------- Director July 19, 1996
Stephen J. Keane
/s/ Robert E. LaBlanc *
- --------------------- Director July 19, 1996
Robert E. LaBlanc
- ------------- Director
Robert E. Lee
/s/ Harrison Shull *
- ------------------ Director July 19, 1996
Harrison Shull
/s/ Richard C. Steadman *
- ----------------------- Director July 19, 1996
Richard C. Steadman
* By: /s/ W. Russell Wayman
----------------------------------------
W. Russell Wayman, Attorney-in-fact
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Pursuant to the requirements of the Securities Act of 1933, the Human
Resources and Compensation Committee of the Board of Directors of Storage
Technology Corporation, as the administrator of the 1987 Employee Stock
Purchase Plan, has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Louisville, State of Colorado, on the 19th day of July 1996.
STORAGE TECHNOLOGY CORPORATION
1987 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Laurie Dodd
----------------------------------------
Laurie Dodd
Corporate Vice President, Human Resources Development
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EXHIBIT INDEX
Sequential
Exhibit Description Page Number
------- ----------- -----------
5.1 Opinion of Counsel 9
23.1 Consent of Price Waterhouse LLP 10
23.2 Consent of Ernst & Young LLP 11
23.3 Consent of Counsel is included in Exhibit 5.1
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Page 9 of 11
July 19, 1996 EXHIBIT 5.1
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Post-Effective Amendment to Form S-8 Registration Statement
File No. 33-42818
-----------------------------------------------------------
Ladies and Gentlemen:
I have acted as counsel to Storage Technology Corporation, a Delaware
corporation (the "Company"), in connection with the preparation and filing of
the Post-Effective Amendment to Registration Statement on Form S-8,
Registration No. 33-42818, with the Securities and Exchange Commission,
relating to the registration of an additional 1,750,000 shares (the "Shares")
of the Company's common stock, $.10 par value per share, including rights to
purchase Series B Junior Participating Preferred Stock of the Company, reserved
for issuance under the Company's 1987 Employee Stock Purchase Plan. Such
Registration Statement is referred to herein as the "Registration Statement."
I have examined and relied upon originals or copies of such corporate records
of the Company, communications or certifications of public officials,
certificates of officers, directors and representatives of the Company and
other documents as I have deemed relevant and necessary for the purpose of
rendering this opinion. In making such examination, I have assumed the
genuineness of all signatures, the authenticity of all documents tendered to me
as originals and the conformity to original documents of all documents
submitted to me as copies.
On the basis of the foregoing examination and assumptions, and in reliance
thereon, it is my opinion that, when sold in the manner contemplated by the
Registration Statement, the Shares will be duly and validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to me and the use of my name
in the Registration Statement and the Prospectus which is a part thereof, and
all amendments to the Registration Statement. This opinion may not be quoted
without my prior written consent.
Very truly yours,
/s/ Lizbeth J. Stenmark
- -----------------------
Lizbeth J. Stenmark
Senior Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
------------------------------------
We hereby consent to the incorporation by reference in the Post-Effective
Amendment to Registration Statement on Form S-8 (No. 33-42818) of Storage
Technology Corporation pertaining to the 1987 Employee Stock Purchase Plan of
our report dated February 23, 1996, except for Note 19, as to which the date is
March 8, 1996, appearing on page F-31 of Storage Technology Corporation's
Annual Report on Form 10-K for the year ended December 29, 1995.
PRICE WATERHOUSE LLP
Denver, Colorado
July 18, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Post-Effective Amendment to
Registration Statement (Form S-8 No. 33-42818) of Storage Technology
Corporation pertaining to the Storage Technology Corporation 1987 Employee
Stock Purchase Plan of our report dated March 10, 1995, with respect to the
consolidated financial statements of Network Systems Corporation included in
the Annual Report (Form 10-K) of Storage Technology Corporation for the year
ended December 29, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Minneapolis, Minnesota
July 18, 1996
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